Stockholders Group means, with respect to any Stockholder who is a member of the Hawlxx Xxxup or the Permal Group, either the Hawlxx Xxxup or the Permal Group, as the case may be.
Stockholders Group means any affiliated group" (a defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that includes the stockholders or any predecessor of or successor to the stockholders (or another such predecessor or successor).
Stockholders Group means (a) xx xxxxxxx of Universal and VU, the Universal Stockholders Group (as defined in the Amended and Restated Stockholders Agreement), (b) in respect of Liberty, the Liberty Stockholders Group (as defined in the Amended and Restated Stockholders Agreement) and (c) in respect of Mr. Diller, the Mr. Diller Stockholders Group (as defined in the Amexxxx xxx Xestatex Xxxxxxxxders Agreement).
Examples of Stockholders Group in a sentence
Upon the written request of VU or Liberty, each Stockholder shall vote (and cause each of the members of its Stockholders Group to vote, if applicable), or act by written consent with respect to, all Equity Securities Beneficially Owned by it and otherwise take or cause to be taken all actions necessary to remove the director designated by such requesting party and to elect any replacement director designated by such party as provided in the first sentence of this Section 2.01(d).
VC, Merger Sub, OP and the Stockholders Group, the parties here to have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
The Company, nor any member of the Stockholders' Group will, in the absence of a closing agreement provided for in the Treasury Regulations under Section 1503 of the Code, trigger the recapture of any dual ---- consolidated losses (as defined in Section 1503 of the Code) by virtue of ---- the transactions contemplated by this Agreement.
Except as disclosed in a document referring specifically to the representations and warranties in this Agreement which identifies the section and subsection to which such disclosure relates and which is delivered by OP to VC prior to the execution of this Agreement (the "OP Disclosure Schedule"), OP and the Stockholders Group, jointly and severally, represent and warrant to VC and Merger Sub, as of the date hereof and as of the Closing Date, as set forth below.
The representation and warranty made by OP, the Subsidiaries and the Stockholders Group in Section 3.27(b) shall terminate immediately after the Effective Time.
More Definitions of Stockholders Group
Stockholders Group means Edwix X. Xxxx, Xxrex X. Xxxx, XXW Partners, and Martxx Xxxst.
Stockholders Group means Edwix X. Xxxx, Xxrex X. Xxxx, XXW Partners, and Martxx Xxxst. The initial Conversion Price is $0.40 per share. The Conversion Price is subject to adjustments as specified in the Indenture. No fractional shares of Common Stock shall be issued upon conversion, but, instead, to the extent that any fraction of a share would otherwise be issuable, the Company will round such fraction of a share up to the nearest whole share. To convert this Note under this Section 7, a Holder must (i) complete and sign the conversion notice on the back of this Note, (ii) surrender this Note to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (iv) pay any transfer tax or similar tax if required. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert this Note into Common Stock (to the extent such right has not been previously exercised by the Holder upon any Change of Control or otherwise) may be changed into a right to convert it into securities, cash or other assets of the Company or another.
Stockholders Group means Xxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, W. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxx or entities beneficially owned and effectively controlled by any of them.
Stockholders Group means (a) in respect of Universal, the Universal Stockholders Group (as defined in the Stockholders Agreement), (b) in respect of Liberty, the Liberty Stockholders Group (as defined in the Stockholders Agreement) and (c) in respect of Dillxx, xxe Dillxx Xxxckholders Group (as defined in the Stockholders Agreement).
Stockholders Group means Edwix X. Xxxx, Xxrex X. Xxxx, Xxhn X. Xxxxxx, XXW Partners, and Martxx Xxxst. The initial Conversion Price is $1.50 per share. The Conversion Price is subject to adjustments as specified in the Indenture. No fractional shares of Common Stock shall be issued upon conversion, but, instead, to the extent that any fraction of a share would otherwise be issuable, the Company will round such fraction of a share up to the nearest whole share. To convert this Note under this Section 7, a Holder must (i) complete and sign the conversion notice on the back of this Note, (ii) surrender this Note to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (iv) pay any transfer tax or similar tax if required. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert this Note into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another.
Stockholders Group means (a) in respect of Universal, the Universal Stockholders Group (as defined in the Stockholders Agreement), (b) in respect of Liberty, the Liberty Stockholders Group (as defined in the Stockholders Agreement) and (c) in respect of Dillxx, xxe Dillxx Xxxckholders Group (as defined in the Stockholders Agreement). SECTION 4.30. "Subsidiary" shall mean, as to any Person, any corporation at least a majority of the shares of stock of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors of such corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. SECTION 4.31. "Third Party Transferee" shall have the meaning ascribed to such term in the Stockholders Agreement. SECTION 4.32. "13D Group" shall mean any group of Persons acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder (as in effect, and based on legal interpretations thereof existing, on the date hereof) to file a statement on Schedule 13D with the Commission as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially Owned Voting Securities representing more than 5% of any class of Voting Securities then outstanding. SECTION 4.33. "Total Equity Securities" at any time shall mean, subject to the next sentence, the total number of the Company's outstanding equity securities calculated on a Parent Common Stock equivalent basis (assuming (the "Assumptions") that all Contingent Shares, Exchange Shares and Parent Common Shares issuable in respect of the LLC Shares have been issued). Any Equity Securities Beneficially Owned by a Person that are not outstanding Voting Securities but that, upon exercise, conversion or exchange, would become Voting Securities (other than the Contingent Shares, the Exchange Shares and the LLC Shares, which shall be deemed to be outstanding Equity Securities for all purposes), shall be deemed to be outstanding for the purpose of computing Total Equity Securities and the percentage of the Equity Securities owned by such Person but shall not be deemed to be outstanding for the purpose of comp...
Stockholders Group with respect to Combined State Taxes, any consolidated, combined, or unitary group of Persons of which Stockholder or any Non-Company Affiliate (or any predecessor thereof or successor thereto) is a member.